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Note 13 - Capital Stock
 9 Months Ended
Sep. 30, 2026
Notes to Financial Statements  
Equity [Text Block]

Note 13. Capital Stock

 

As of September 30, 2026 and December 31, 2025, our amended and restated certificate of incorporation authorized us to issue 600,000,000 shares of common stock, par value $0.0001 per share; and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of September 30, 2026 and December 31, 2025, we had 14,213,981 and 10,849,974 shares of common stock issued and outstanding, respectively, and no shares of preferred stock issued or outstanding.

 

Our common stockholders are entitled to one vote per share and to notice of any stockholders’ meeting. Voting, dividend, and liquidation rights of the holders of our common stock are subject to the prior rights of holders of all classes of stock and are qualified by the rights, powers, preferences, and privileges of the holders of our preferred stock. No distributions shall be made with respect to our common stock until all declared dividends to our preferred stock have been paid or set aside for payment. Common stock is not redeemable at the option of the holder.

 

Common Stock Warrants

 

We have issued the following outstanding warrants to purchase shares of our common stock:

 

             

Number of Shares Issuable

 
             

September 30,

  

December 31,

 

Warrant Class

  

Exercise Price

  

Expiration

  

Classification

  

2026

  

2025

 

2023 Avenue Warrant(1)

  $4.6014  

June 2028

  

Liability

   150,000   150,000 

Tranche A Warrants(2)

  $22.00  

June 2026

  

Liability

   —   2,500,000 

Tranche B Warrants(3)

  $30.00  

June 2030

  

Equity

   2,500,000   2,500,000 

2024 Common Warrants(4)

  $4.82  

October 2029

  

Liability

   1,546,914   1,546,914 

Series A Warrants(5)

  $6.00  

January 2029

  

Liability

   1,114,000   — 

Series B Warrants(6)

  $6.00  

January 2031

  

Liability

   2,599,333   — 

Total shares

             7,910,247   6,696,914 
 

(1)

We issued the 2023 Avenue Warrant pursuant to a loan with Avenue (see Note 12). As of September 30, 2026 and December 31, 2025, the 2023 Avenue Warrant had not been exercised.

 

 

(2)

We issued the Tranche A Warrants in a June 2023 public equity offering. Each Tranche A Warrant was exercisable for one share of our common stock. The Tranche A Warrants expired unexercised on June 16, 2026.

 

 

(3)

We issued warrants in a June 2023 public equity offering (the “Tranche B Warrants”). Each Tranche B Warrant is exercisable for one share of our common stock. The Tranche B Warrants expire on the earlier of (i) 60 days following the date of our public announcement that an NDA for CNM-Au8 has been approved by the FDA, or (ii) June 16, 2030. As of September 30, 2026 and December 31, 2025, no Tranche B Warrants had been exercised.

 

 

(4)

We issued the 2024 Common Warrants in an October 2024 public equity offering and in separate, concurrent private placements. Each 2024 Common Warrant is exercisable for one share of our common stock at an exercise price of $4.82 per share. As of September 30, 2026 and December 31, 2025, no 2024 Common Warrants had been exercised.

 

 

(5)

We issued the Series A Warrants in a January 2026 public equity offering. Each Series A Warrant is exercisable for 1.2 shares of our common stock. The Series A Warrants expire three years from issuance unless, if on or after the first trading day immediately following the Series A Price Measurement Date, the closing price of our common stock is in-the-money, then we shall have the right, for a period of seven business days (such seventh day, the “Call Date”) following such trading date, to redeem or call for cancellation all or any portion of the Series A Warrants for which a notice of exercise has not yet been delivered for consideration equal to $0.01 per share (the “Redemption Price”). Any portion not exercised by 5:00 p.m. Eastern Time on the Call Date shall be automatically redeemed by us for the Redemption Price and shall thereafter be null and void. As of September 30, 2026, no Series A Warrants had been exercised.

 

 

(6)

We issued the Series B Warrants in a January 2026 public equity offering. Each Series B Warrant is exercisable for 2.8 shares of our common stock. The Series B Warrants expire five years from issuance unless, if on or after the first trading day immediately following the Series B Price Measurement Date, the closing price of our common stock is in-the-money, then we shall have the right, for a period of seven business days following such trading date, to redeem or call for cancellation all or any portion of the Series B Warrants for which a notice of exercise has not yet been delivered for the Redemption Price. Any portion not exercised by 5:00 p.m. Eastern Time on the Call Date shall be automatically redeemed by us for the Redemption Price and shall thereafter be null and void. As of September 30, 2026, no Series B Warrants had been exercised.

 

Public Offerings

 

In January 2026, pursuant to a placement agency agreement with BTIG, LLC (“BTIG”), we sold 928,333 shares of our common stock, Series A Warrants to purchase up to 1,114,000 shares of our common stock, and Series B Warrants to purchase up to 2,599,333 shares of our common stock. The aggregate gross proceeds were approximately $6.0 million, of which $0.3 million was contributed by certain of our directors and their affiliated entities, and excluding the proceeds, if any, from the exercise of the Series A Warrants and Series B Warrants and before deducting placement agent fees and expenses and other expenses payable by us. We paid placement agent fees of $0.4 million and other offering expenses of $0.3 million. The offering was made pursuant to our registration statement on Form S-3 (file number 333-286058), declared effective on April 25, 2025 (the “2025 S-3”), and a related prospectus supplement. The total fair value of the common stock, Series A Warrants, and Series B Warrants exceeded the offering proceeds by $4.6 million, therefore pursuant to ASC 815, we recognized this amount as a loss on the initial issuance of equity during the nine months ended September 30, 2026. The placement agent fees and offering expenses were allocated to the common stock, Series A Warrants, and Series B Warrants sold in the offering based on their relative fair values, with the amounts allocated to the liability-classified Series A Warrants and Series B Warrants recorded as an expense and the amounts allocated to the common stock as a reduction to its initial carrying value.

 

In May 2026, pursuant to an underwriting agreement with Canaccord Genuity LLC (“Canaccord”), we sold 1,000,000 shares of our common stock at an offering price of $7.00 per share. The aggregate gross proceeds were $7.0 million. We paid underwriting discounts and commissions of $0.5 million and other offering expenses of $0.1 million. The offering was made pursuant to our 2025 S-3 and a prospectus supplement related to the offering.

 

In September 2026, we sold 1,219,513 shares of our common stock at an offering price of $3.28 per share. The aggregate gross proceeds were $4.0 million, of which $2.1 million was contributed by certain of our directors and officers. We completed the offering without a placement agent, underwriter, broker, or dealer, and we paid an insignificant amount of offering expenses. The offering was made pursuant to our 2025 S-3 and a prospectus supplement related to the offering.

 

Common Stock Sales Agreement

 

In April 2022, we entered into an at-the-market offering program (the “ATM”), which we renewed in April 2025, pursuant to which we may offer and sell shares of our common stock from time to time through Canaccord. Canaccord is not required to sell any specific number or dollar amount of our common stock but will act as our placement agent to sell, on our behalf, all of the common stock requested by us to be sold, consistent with Canaccord’s normal trading and sales practices, on terms mutually agreed between Canaccord and us, for a fixed commission from each sale of common stock, if any.

 

During the three and nine months ended September 30, 2026, we sold 216,161 shares of our common stock, generated gross proceeds of $1.0 million, and paid commissions of $15,000. During the three and nine months ended September 30, 2025, we sold 757,875 and 2,095,070 shares of our common stock, respectively, generated gross proceeds of $3.3 million and $8.4 million, respectively, and paid commissions of $0.1 million and $0.1 million, respectively. The issuance and sale of common stock by us under the ATM through April 25, 2025 was made pursuant to our registration statement on Form S-3 (file number 333-264299), declared effective on April 26, 2022, and a related prospectus supplement, which expired on April 26, 2025, with all other subsequent sales made pursuant to the 2025 S-3 and a related prospectus supplement.